**SERVICES AGREEMENT**

 

This Services Agreement (“Agreement”) is made on this 1st day of June 2006, between Datalink Applied Services (hereinafter referred to as “DAS”), located at 175South Bedford Road, Chappaqua, NY 10514 and Navitone Technologies, Inc (hereinafter referred to as “Client”), located at 4850 W. Flamingo Road, #22, Las Vegas, Nevada 89103 and sets forth the terms and considerations under which DAS will provide telemarketing and support services to Client.

 

WHEREAS, DAS is engaged in the business of providing off-shore consulting and marketing services and desires to provide to Client, and Client is willing to engage DAS to perform, the consulting and marketing services in the wireless market, all in accordance with the terms and conditions of this Agreement.

 

WHEREAS, Client needs to establish a Joint Venture in India to perform certain Sales and Marketing of Clients’ MRM product line, including software engineering services commencing on or about the 1st day of June 2006, and for two months as determined by DAS (the “Service Period”) and Client; and during this Service Period, parties agree to negotiate in good faith for the establishment of a longer term.

 

WHEREAS, DAS desires to engage with Client as an independent contractor to establish such Joint Venture and Sales, Marketing and Engineering services during the Service Period upon the terms and conditions of this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

 

ARTICLE 1. THE SERVICES

 

| 1.1 | DAS will identify and obtain a Joint Venture relationship to be licensed by Client to establish, sell, market, engineer and provide customer service Client’s MRM products. DAS will work as an agent for Client as such Client must be in compliance with all Local, State and Federal Laws. Client will provide DAS with approved marketing materials including web based materials to be redesigned and prepared by DAS in English. Client will also provide all Licensed IP, source code and programming material necessary to provide MRM products in English to the India market and any and all materials necessary for the Joint Venture project. |
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| 1.2 | DAS will provide upon written request recorded verification of all policies and procedures designed to protect 100% of Client’s IP, source codes and all licensed proprietary information. |
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| 1.3 | DAS shall during the initial term of this agreement specifically provide an English language marketing materials, website design and an English language version of the MRM product line. |
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| 1.4 | Client expressly acknowledges that the services which are the subject of this Agreement are non-exclusive and DAS in its discretion may enter into agreements with other persons to provide additional products or services to the wireless industry. |
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**1**

| **175 South Bedford Road, Chappaqua, NY** |               | **PH: + 914-509-2601**  |
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|                                      | **www.dasbpo.com** | **FAX: + 914-238-6302** |
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| **DAS_____**                              |               | **CLIENT__________**    |

 

 

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